An Exclusive Letter of Intent (LOI) is commonly used in Singapore business transactions as a preliminary step before entering into a definitive agreement. It serves to document serious intent while providing the potential buyer or investor with exclusive negotiating rights. The document typically includes key commercial terms, exclusivity period, confidentiality obligations, and conditions precedent. Under Singapore law, certain provisions of the LOI (such as confidentiality and exclusivity) are typically binding, while others remain non-binding until a definitive agreement is executed. This document is particularly crucial in complex transactions where parties need to secure exclusive negotiating rights while conducting due diligence.
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Key Requirements PROMPT example:
Exclusive Letter Of Intent
"I need an Exclusive Letter of Intent for a potential acquisition of a Singapore-based technology startup, with a 90-day exclusivity period starting March 1, 2025, and specific provisions for conducting technical due diligence of their software platform."
1. Date and Parties: Identification of sender and recipient with full legal names and addresses
2. Purpose Statement: Clear statement of intent and transaction overview
3. Key Terms: Essential business terms and conditions being proposed
4. Exclusivity Period: Duration and scope of exclusive negotiating rights
5. Binding vs Non-binding Provisions: Clear distinction between enforceable and non-enforceable terms
6. Confidentiality: Terms regarding confidential information handling
7. Expiration Date: Clear deadline for acceptance or expiry of the LOI
1. Due Diligence: Terms for conducting due diligence investigations - use for complex transactions requiring detailed investigation
2. Break Fee: Compensation if either party terminates negotiations - use for high-value transactions with significant preparation costs
3. Deposit Terms: Details of any required deposits or earnest money - use when financial commitment is required upfront
1. Term Sheet: Summary of key commercial terms being proposed
2. Timeline: Proposed schedule for completion of transaction
3. Required Approvals: List of regulatory or third-party approvals needed
Authors
Relevant legal definitions
Agreement
Binding Provisions
Business Day
Confidential Information
Definitive Agreement
Due Diligence
Effective Date
Exclusivity Period
Exclusivity Rights
Governing Law
Non-Binding Provisions
Parties
Proposed Transaction
Representatives
Seller
Singapore Dollar
SGD
Target Business
Target Company
Term
Transaction Documents
Transaction Value
Break Fee
Deposit
Intellectual Property
Material Adverse Change
Permitted Disclosees
Purchase Price
Regulatory Approvals
Shareholder
Subsidiary
Third Party
Binding Provisions
Business Day
Confidential Information
Definitive Agreement
Due Diligence
Effective Date
Exclusivity Period
Exclusivity Rights
Governing Law
Non-Binding Provisions
Parties
Proposed Transaction
Representatives
Seller
Singapore Dollar
SGD
Target Business
Target Company
Term
Transaction Documents
Transaction Value
Break Fee
Deposit
Intellectual Property
Material Adverse Change
Permitted Disclosees
Purchase Price
Regulatory Approvals
Shareholder
Subsidiary
Third Party
Clauses
Binding vs. Non-Binding Nature
Confidentiality
Consideration
Costs
Due Diligence
Exclusivity
Expiration
Governing Law
Interim Covenants
No Shop/No Talk
Notices
Publicity/Announcements
Purpose
Regulatory Compliance
Representations and Warranties
Term
Termination Rights
Break Fee
Deposit
Dispute Resolution
Force Majeure
Good Faith
Indemnification
Non-Circumvention
Regulatory Approvals
Third Party Rights
Time of Essence
Confidentiality
Consideration
Costs
Due Diligence
Exclusivity
Expiration
Governing Law
Interim Covenants
No Shop/No Talk
Notices
Publicity/Announcements
Purpose
Regulatory Compliance
Representations and Warranties
Term
Termination Rights
Break Fee
Deposit
Dispute Resolution
Force Majeure
Good Faith
Indemnification
Non-Circumvention
Regulatory Approvals
Third Party Rights
Time of Essence
Relevant Industries
Relevant Teams
Relevant Roles
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